ATAI Life Sciences N.V. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2025

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Atai Beckley N.V.

(Exact name of registrant as specified in its charter)

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Prof. J.H. Bavincklaan 7

1183 AT Amstelveen

The Netherlands

(Address of principal executive offices) (Zip Code)

+31 20 793 2536

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On November 5, 2025, Atai Beckley N.V. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-290592), filed with the SEC on September 29, 2025 (the “Registration Statement”), covering the resale from time to time by certain selling securityholders of up to an aggregate of 5,316,238 common shares (the “Shares”) of the Company, €0.10 par value per share, to satisfy certain registration rights the Company granted to such selling securityholders in connection with the Company’s acquisition of the entire issued share capital of Beckley Psytech Limited not already owned by the Company.

A copy of the legal opinion of NautaDutilh N.V. relating to the validity of the Shares is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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